prospectus_Sabre_insurance_plc_82058678.pdf

prospectus_Sabre_insurance_plc_82058678.pdf - IMPORTANT...

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Unformatted text preview: IMPORTANT NOTICE THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”) OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE US SECURITIES ACT (“REGULATION S”). IMPORTANT: You must read the following before continuing. The following applies to the document following this page (the “Document”), and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Document. In accessing the Document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from Sabre Insurance Group plc (the “Company”), Barclays Bank PLC, acting through its investment bank (“Barclays”), Numis Securities Limited (“Numis”), Joh. Berenberg, Gossler & Co. KG (“Berenberg”) and Peel Hunt LLP (“Peel Hunt”) (Barclays, Numis, Berenberg and Peel Hunt each a “Bank” and together, the “Banks”) as a result of such access. IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS ELECTRONIC TRANSMISSION, PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF SUCH SECURITIES IN THE UNITED STATES. THE FOLLOWING DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND YOU ARE NOT AUTHORISED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY PERSON OR REPRODUCE THE DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE FOLLOWING DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. THE FOLLOWING DOCUMENT IS ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“MEMBER STATES”) WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING AMENDMENTS BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)) (“QUALIFIED INVESTORS”). In addition, this electronic transmission and the Document is only directed at, and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or who fall within Article 49 of the Order, and (ii) are “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000, as amended; and (B) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as “relevant persons”). This electronic transmission and the Document must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, and (b) in any Member State other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the Document relates is available only to (1) in the United Kingdom, relevant persons and (2) in any Member State other than the United Kingdom, Qualified Investors and other persons who are permitted to subscribe for the Ordinary Shares described therein pursuant to an exemption from the Prospectus Directive and other applicable legislation, and will only be engaged in with such persons. Confirmation of your Representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors (1) must be (a) QIBs or (b) outside the United States transacting in an offshore transaction (in accordance with Regulation S), (2) if located in the United Kingdom, must be relevant persons and (3) if located in any Member State other than the United Kingdom, must be Qualified Investors. By accepting this e-mail and accessing the Document, you shall be deemed to have represented to the Company and each of the Banks that (1) you have understood and agree to the terms set out herein, (2) you and any customers you represent are (a) QIBs or (b) outside the United States and the e-mail address to which this e-mail and the Document has been delivered is not located in the United States, (3) if you are located in the United Kingdom, you and any customers you represent are relevant persons, (4) if you are located in any Member State other than the United Kingdom, you and any customers you represent are Qualified Investors, (5) you consent to delivery of the Document and any amendments or supplements thereto by electronic transmission and (6) you acknowledge that this electronic transmission and the Document is confidential and intended only for you and you will not transmit the Document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person. You are reminded that the Document has been delivered to you or accessed by you on the basis that you are a person into whose possession it may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the Document to any other person. The materials relating to the offering described in the Document do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Company or any of the Banks that would, or is intended to, permit a public offering of the securities described in the Document, or possession or distribution of a prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to those securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Banks or any affiliate of the Banks is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Banks or such affiliate on behalf of the Company in such jurisdiction. The Document has been sent to you or accessed by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Company or any Bank and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Company, any Bank or any of their respective affiliates accepts any liability or responsibility whatsoever, whether arising in tort, contract or otherwise which they might have in respect of this electronic transmission, the Document or the contents thereof, or in respect of any difference between the document distributed to you in electronic format and the hard copy version that will be provided to you at a later date or is available to you on request from the Company or any Bank. Please ensure that your copy is complete. If you receive the Document by e-mail, you should not reply to the e-mail. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. If you receive the Document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. PROSPECTUS November 2017 Sabre Insurance Group plc 150 South St Dorking RH4 2YY United Kingdom SAB_5132_Prospectus_Cover_VS_17-11-10.indd All Pages 10/11/2017 14:52 This document comprises a prospectus (the “Prospectus”) prepared in accordance with the Prospectus Rules of the UK Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (“FSMA”). This Prospectus has been approved by the FCA in accordance with section 87A of FSMA and made available to the public as required by the Prospectus Rules. The directors of the Company, whose names appear on page 77 of this Prospectus (the “Directors”), and Sabre Insurance Group plc (the “Company”) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company (who have each taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. Application has been made to the FCA for all of the ordinary shares of £0.001 each of the Company (“Ordinary Shares”), issued and to be issued, to be admitted to the premium listing segment of the Official List maintained by the FCA and to London Stock Exchange plc (the “London Stock Exchange”) for all of the Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”). Admission to trading on the London Stock Exchange’s main market for listed securities constitutes admission to trading on a regulated market. Conditional dealings in the Ordinary Shares are expected to commence at 8.00 a.m. on 6 December 2017. It is expected that Admission will become effective, and that unconditional dealings will commence, at 8.00 a.m. on 11 December 2017. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a “when issued” basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange. Prospective investors should read the entire Prospectus and, in particular, the section entitled “Risk Factors” for a discussion of certain factors that should be considered in connection with an investment in the Ordinary Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. SABRE INSURANCE GROUP PLC (incorporated under the Companies Act 2006 and registered in England and Wales with registered number 10974661) Offer of up to 125,000,000 Ordinary Shares at an Offer Price expected to be between 220 pence and 240 pence per Ordinary Share (the “Price Range”) and Admission to the premium listing segment of the Official List and to trading on the London Stock Exchange Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner Barclays Numis Co-Lead Manager Co-Lead Manager Berenberg Peel Hunt Financial Adviser to the Company Evercore MAXIMUM ISSUED ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION Issued and fully paid Ordinary Shares Number of Ordinary Shares Nominal value of issued Ordinary Shares 250,000,000 £250,000 The Company is offering 96,686,593 New Ordinary Shares at the bottom of the Price Range and 88,629,378 New Ordinary Shares at the top of the Price Range under the Offer and the Selling Shareholders intend to sell in aggregate up to 28,313,407 Existing Ordinary Shares at the bottom of the Price Range and up to 36,370,622 Existing Ordinary Shares at the top of the Price Range. The Company will not receive any of the proceeds of any sale of Existing Ordinary Shares, all of which will be received by the Selling Shareholders. The Offer is conditional, inter alia, on Admission taking place on or before 8.00 a.m. on 22 December 2017 (or such later time and/or date as the Company, the Major Shareholder and the Joint Global Co-ordinators may agree). The Price Range is indicative only, it may change during the course of the Offer and the Offer Price may be set within, above or below the Price Range. The amount to be raised and the number of Ordinary Shares to be issued by the Company or sold by the Selling Shareholders may be increased or decreased during the course of the Offer. A number of factors will be considered in determining the Offer Price, the amount to be raised by the Company pursuant to the Offer and the basis of allocation to prospective investors, including the level and nature of demand for the Offer Shares during the bookbuilding process, the level of demand in the Intermediaries Offer, the prevailing market conditions and the objective of establishing an orderly and liquid after-market in the Shares. Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus or a pricing statement, as the case may be, until announcement of the Offer Price. A pricing statement containing the Offer Price, confirming the number of Ordinary Shares which are the subject of the Offer and containing any other outstanding information (the “Pricing Statement”) is expected to be published on or around 6 December 2017. The Offer Shares will, upon Admission, rank equally in all respects with the Ordinary Shares in issue prior to Admission, including the right to receive all dividends or other distributions declared, made or paid on the Ordinary Shares after Admission. The Offer Shares are not being made generally available to the public in conjunction with the Offer. NOTICE TO OVERSEAS INVESTORS This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy or to subscribe for, Ordinary Shares to any person in any jurisdiction to whom, or in which jurisdiction, such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada, Japan or South Africa. Neither the Company nor any of the Managers nor Evercore accepts any legal responsibility for any violation by any person, whether or not a prospective investor, of any such restrictions. No action has been, or will be, taken in any jurisdiction other than the UK that would permit a public offering of the Ordinary Shares, or the possession, circulation or distribution of this Prospectus or any other material relating to the Company or the Ordinary Shares in any jurisdiction where action for that purpose is required. The offer, sale and/or issue of the Ordinary Shares has not been, and will not be, qualified for sale under any applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered, sold or delivered within Australia, Canada, Japan or South Africa, or to, or for the benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Offer Shares are only being offered and sold (a) in the United States to persons reasonably believed to be “qualified institutional buyers” (“QIBs”) as defined in, and in reliance, on Rule 144A under the Securities Act (“Rule 144A”) or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or other securities laws; or (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Prospective investors are hereby notified that sellers of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. For further information, see the restrictions set out in paragraph 12.8 of Part 10 (Details of the Offer) of this Prospectus. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities reviewed, passed upon or endorsed the merits of the Offer or the accuracy or completeness of this Prospectus. Any representation to the contrary is a criminal offence in the United States. This Prospectus is being furnished by the Company in connection with an offering exempt from the registration requirements of the Securities Act and applicable state or other securities laws, solely for the purpose of enabling prospective investors to consider the acquisition of Offer Shares described herein. The information contained in this Prospectus has been provided by the Company and other sources identified herein. This Prospectus is being furnished on a confidential basis only to persons in the United States reasonably believed to be QIBs and to other eligible persons outside of the United States. Any reproduction or distribution of this Prospectus, in whole or in part, in or into the United States and any disclosure of its contents or use of any information herein in the United States for any purpose other than considering an investment by the recipient in the Offer Shares offered hereby in accordance with the offer and sale restrictions described herein, is prohibited. Each prospective investor in the Offer Shares, by accepting delivery of this Prospectus, agrees to the foregoing. The Offer Shares are being offered in the United States to persons reasonably believed to be QIBs through the respective US registered broker-dealer affiliates of the Managers. The Offer Shares sold to QIBs are “restricted securities” within the meaning of Rule 144 under the Securities Act and may only be resold or transferred in a transaction that is in accordance with the restrictions set out in paragraph 12.8 of Part 10 (Details of the Offer) of this Prospectus. Prospective US purchasers should be aware that they may be required to bear the risks of an investment in Offer Shares for an indefinite period of time. Investors should rely only on the information contained in this Prospectus (and any supplementary prospectus produced to supplement the information contained in this Prospectus) when making a decision as to whether to subscribe for or purchase Offer Shares. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the Offer and, if given or made, such information or representations must not be relied i upon as having been authorised by or...
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